Sapient consequences
by EclipseSeeker
Summary: Louise Françoise le Blanc de la Vallière, a young mage who is meet with explosions every time she casts even the simplest of spells, is given one last chance after failing to summon a familiar during the second year summoning ritual. In desperation she calls for something beyond the universe, the creature she brings forth is just happy to be free from the Null Void. Ben 10verse AU.
1. Summoned

Chapter 1: Summoned

In a vast near empty expanse known to many as the Null Void, filled with the floating masses of crumbling rock, ran a figure, or rather a beast. It's fur was a light shade of blue, once streaked and splotched with near-white, the creature was now covered in dust and dried blood, both its own and that of its pursuers.

The creature stumbled slightly as it barely dodged the whip end of a long tentacle, the limb sending up a smattering of dirt and dust as it struck the ground were the dog-like beast had been moments before.

Both the hunter and the hunted were 'blind', neither bore eyes anywhere on their bodies, having evolved to 'see' the world around them through heat and motion, and so neither were hampered by the dim red lighting found everywhere in the Null Void.

The Hunted, a young Vulpermancer, swore in its head as it propelled itself of the edge of a large rock, throwing itself out in the direction of another, smaller rock its echolocation had picked up moments before. For a moment, it thought it had miscalculated the distance of the jump, then its front legs, comparable to that of a gorilla's and grossly over-proportioned in comparison to its back, hit the rock and automatically closed over the edge, its claws scrabbling and scraping against the surface before finding purchase.

The Vulpermancer pulled itself up onto the rock and jumped, easily reaching a long narrow rock, the series of actions taking less than a few seconds, but even that was too long when running, or rather, leaping, from a flying Hunter.

The Null Guardian, a grey mass of powerful tentacles with long bat-like wings and a large gaping mouth, the only known native to the pocket dimension, struck out at its prey again, this time scoring a hit and ripping through fur and flesh down the Vulpermancer's left side, brushing against a rib or two.

The Vulpermancer let out a roar of pain as it stumbled, a front paw automatically reaching up to the bleeding wound, far worse than any of the other wounds it had received in the past two months.

* * *

"_My slave who lives somewhere in the universe!"_

"_Oh sacred, beautiful and strong familiar spirit!"_

"_I desire and here I plead from my heart!"_

"_Answer to my guidance!"_

BOOOOM!

Louise Françoise le Blanc de la Vallière stood in front of a crater which had only moments ago been a patch of grass in one of the four courts of Tristain Academy of Magic, a stunned expression adorning her face as she stared at the spot her familiar should have been standing, instead... nothing, Louise had once again failed to properly cast any spell, only gaining yet another explosion, although this one had definitely been bigger than normal, digging a huge hole into the ground and spraying clumps of dirt and grass in every direction, including all over the watching second year students.

Silence rained for a few seconds as the brains of the students figured out what they were seeing before them, then the silence was broken by the laughter of said students, starting as a slight chuckle before breaking out into roaring laughter.

"Look! The Zero can't even summon a Familiar!"

"She's hopeless!"

"Poor little Louise, such a failure, I just guess you'll always be a Zero"

At this last comment, directed by Louise's long-time rival Kirche Augusta Frederica von Anhalt Zerbst, the small, pink haired girl spun around, absolutely livid.

"Shut up Zerbst, no one was talking to you!"

Turning to the only adult and the only other person not laughing at her in the court, Louise clasped her hands together and stared up at the robed figure.

"Can I please try again Professor Colbert? I can do it, just give me a chance!"

"I don't know... this has never happened before... the summoning ritual is sacred... one more try miss Vallière, and try to get it right this time"

Louise nodded eagerly before walking over to a fresh patch of grass, taking a deep breath; she lifted her wand up and began to chant. It was immediately obvious that something was different this time, as the spell came out different this time.

"_I call to my companion far beyond this universe_"

"_Oh powerful, lost and cunning being_"

"_I implore from the depths of my heart_"

"_Heed my call, and answer to my guidance_"

"_Appear!_"

If her first spell had been original, then this one was unique, no one had ever heard anything like it '_Beyond the universe?_' What could exist beyond the universe? The entire second year student body watched and waited for yet another explosion, and waited.

The explosion never came, in fact it looked as though the spell had failed worse than normal as the gathered realised that for the first time, nothing was happening.

Louise sunk to the ground in defeat. She had once again failed to cast magic, Louise Françoise le Blanc de la Vallière, for the first time in her life, gave up.

Kirche felt something tugging at her arm and turned to find her best friend Tabitha staring at Louise.

"What is it Tabitha?"

Her answer, like everything she said was quiet and short.

"Summon" the blue haired girl pointed, and Kirche realised that Tabitha wasn't looking at Louise, but past her, at a point about a metre in the air a short distance in front of the Zero. The busty Germanian's eyes widened as she saw what was forming there. A small red circle, about the size of an olive was suspended in mid-air and as she watched, it slowly began to grow.

By the time it was big enough for anyone else to actually notice, most of the students had already left, already heading back inside. In fact the only ones left to witness the arrival of Louise's summoning were the two girls, Colbert, a stunned Louise and Montmorency who had benn about to step back into the Water tower.

* * *

While the wound wasn't fatal, it was excruciatingly painful and making it incredibly hard to walk, let alone continue to run and the Vulpermancer was finding difficult to think properly. Instead it hobbled onwards, barely aware of the Hunter behind it, leisurely floating down for the easy capture. Perhaps Master would give it extra treat for bringing in Prey alive so fast? The Null Guardian hoped so.

A green oval appeared hovering just off the ground; the portal gave off no heat or cold, had no mass and made no movement. It was, however, visible to the naked eye, but neither of the beings before it could sense the portal in anyway.

The first either knew of its existence was when the Guardians Prey suddenly vanished from right in front of it, and the Vulpermancer when its senses suddenly went from 'big empty blank space all around' and 'minimal gravity to pull smaller rocks towards bigger rocks' to 'unknown length of flat ground rising up on opposite sides at straight (up) angle with multiple humanoid forms' and 'strong gravity pulling (down)'.

But not much of this thought process actually managed to make its way through the beings pain addled mind before it hit the ground, hard.

* * *

Louise stared in shock as the swirling red circle formed a short distance from her. It had worked, she had actually _summoned_ something. Well, was summon_ing_ something, but that wasn't what was important, Louise, the girl who despite coming from one of the strongest noble blood lines in Tristain had never been able to cast a single spell in her life, who had never produced anything more than explosions, had managed to summon a familiar. She pulled herself off the ground and watched the strange portal grow, willing it to go faster.

Her elation turned to confusion as a large blue mass slipped through the portal and promptly dropped the few inches to the ground with a heavy 'thud'.

The slip of a girl edged cautiously towards the creature, slowly starting to panic as she realised that it wasn't moving. "Professor Colbert! I think its hurt" she shouted, running to the creature's side. The teacher not far behind her.

Louise flung herself down at her familiar's side, resting her hand in the blue fur, yes whatever her familiar was; it was covered in a thick layer of shaggy _light blue fur_. In all the research he had done in preparation for the summoning, she had never even heard mention of such a beast. It was safe to say she had no idea what she had summoned.

Shifting around she found her familiar's head, its eyes seemingly closed and invisible in the fur, the only way to tell the head apart from the rest of the shaggy mound were the teeth that poked out from between black lips and the slowly opening and closing gills adorning its neck, a black collar sitting just above the slits, was her future familiar already someone's pet?

The problem was easy to see, dark red stained the fur behind its front leg, her familiar was bleeding heavily and, she realised, not breathing.

Colbert dropped down beside her, examining the wound before turning around to the watching teens.

"Montmorency, your assistance?"

Said blond set her frog on her shoulder and raced over, peering at the damage. "I-I'm not sure I can heal such a large injury professor, I'm only a dot of water and I mainly deal with potions, not healing magic and this isn't a human, I'm not sure I can do it."

"Just do your best Miss Montmorency"

"Professor! My familiar's not breathing, it has gills! I think it might be suffocating!" Louise was panicking by this point, the first spell she had ever done right and it was dying right in front of her. The night before she had claimed to Zerbst that her familiar would be better than anything the Germanian could summon. There was a possibility that this creature was better than a fire salamander, even if they were rare. She couldn't let it die, not now that she was so close.

Suddenly the Vulpermancer let out a shuddering breath, then another, its breathing slowly turning to near normal. It lifted its head to look up at Louise, although it didn't open its eyes and the pinkette wondered if it even had any.

"Louise, now would be the best time for you to seal the contract."

The small mage nodded and picked up her wand from where it had fallen and placed it on her familiar' forehead, taking a deep breath, she began to chant.

"My name is Louise Françoise Le Blanc de la Vallière. Pentagon of the Five Elemental Powers, bless this humble being, and make it my familiar!"

She then leaned down and kissed the beast on its short snout.

For a few moments nothing happened, and then her familiar curled up, letting out a low long roar of pain. Montmorency doubled her efforts to keep the injury stable.

Then, to the shock of everyone one present, Zero's familiar began to shrink, fur shrivelling up to be replaced with tough black skin, front legs shrinking down to match more appropriately proportioned hind legs, as the not-Vulpermancer reached roughly the same size as Louise its bones began to shift and move, rearranging themselves. Its skull rotated and flattened. A set of eyes appeared and opened, revealing a set of bright blue eyes that peered up at Louise as long black hair sprouted from its head and fell down around its- no, _her_- shoulders. Last of all the black skin puffed out becoming a long black dress, blood staining the left side.

Louise 'the Zero' had summoned a human.

* * *

Louise looked up from the book she was studying; she was sitting in the medical ward of the school, located in the tower of water, below the staff quarters. In the bed next to her lay her familiar, despite its harmless look, Louise had quickly realised it was definitely not human.

After it had transformed, Professor Colbert had had it rushed into the nearby tower, one of the reasons the summoning's were always done in that specific court, as the medical ward was only a few mails away.

The water mages had been surprised when they had discovered the black 'cloth' that covered her familiars body in fact seemed to be a part of it, and had had to work around it. The wound in its side was bad, the weapon that had caused the injury (for what else could have created a wound like that, a dragon?) had gone deep, almost hitting a rib, according to the head healer; it could take days, maybe a week for such a gash to heal.

And of course, word spread fast around the school, some of the students she passed in the halls had mocked her for summoning such a 'worthless commoner' as a familiar, even going so far as to claim she was paying her to pretend to be 'the Zero's' familiar. Louise had ignored the jibes, seeking the peace and quiet of the water tower.

Louise gazed at her familiar's peaceful face, it was hard to believe that the creature wasn't a peasant-or a noble- but something entirely different and strange. She had never seen an animal like that anywhere in Halkeginia, and although she had searched right through the relevant sections of the library, there had been no mention of such a creature. Perhaps it was native to a land far to the east?

A soft groan pulled her out of Louise out of her thoughts. Her familiar was waking up, and it looked extremely angry.

* * *

The first thing the wielder of the Omnimatirx felt was a comfortable surface beneath her and a dull pain in her side. Although the way a Vulpermancer's mind worked was incredibly different and confusing due to the lack of sight, she remembered running, the screeches of the Null Guardian and its tentacle slashing down her flank, the ground suddenly vanishing beneath her paws, then nothing. Whatever had happened after was beyond her reach.

But where she was now? That much was obvious, someone wanted her alive, and it wasn't that hard to figure out why. She had to get out of here, wherever here was.

She tried to quietly pull herself out from under the warm blankets over her, key-word; tried, the attempt to move sent stabbing pain through her side and a groan of pain escaped between her lips. _Shit._

She rolled off the bed, flinging the blankets aside and leapt to her feet, ignoring the small figure sitting next to her bed (although the bright pink hair drew her eye for a second) she ran from the small room and down out of the medical ward.

Not knowing her way around the tower, the black haired girl took a wrong turn and ended up in one of the connecting sections of the massive academy, joining the water tower with the centre tower. These areas were mainly used for classrooms, excepting the more specialised classrooms which were situated at the top of the towers.

As she ran down the corridors, she would peek into rooms as she passed, slowing down to get a good look. What she saw greatly surprised her; the rooms looked like classrooms, which was basically the last thing she had expected, although she had never set foot in a classroom in her life, been home-schooled since the age of three, she had seen school on TV from time to time and the rooms reminded her of some of the rooms she had seen on the screen, but more old fashioned and rich. Was that real wood? Such a thing was rare as sunlight in the Null Void, how could anyone, no matter how powerful, have access to so much?

The faint sound of shouting forced her to speed up as she made her bid for freedom. All she needed to do was find a place open to endless red space and she could escape free.

Voices ahead slowed her run, the owners were standing in the entrance into one of the rooms, standing rather close to each other. The shape-shifter crouched down in the shadows, waiting for them to go on their way. Her eyes widened as she got her first good look at the beings who were holding her. In the dim lighting they looked surprisingly human, in fact as far as she could tell, they were human! _But what are humans doing in the Null Void? _For the first time, she began to question whether or not she was even _in_ the Null Void anymore.

After a few moments the translator in the Omnimatrix began to translate the unrecognisable garble into simple English. However their words may as well be in a foreign language for all the sense thay made. The guy- a blonde haired boy in an opened ruffled shirt that just screamed 'idiotic playboy'-was in the process of trying to woo a brown haired girl who was distinctly younger than him, it wouldn't surprise her if he was seeing multiple girls at once. _But it's not like I can complain, after all I can transform into a bunch of aliens and go around saving people._

She snorted in amusement, accidently alerting the human teens to her presence.

"Who's there? Show yourself!" The boy shouted out, obviously trying to impress the younger girl behind him and, if she looked closely, she would see it was working.

"Oh Guiche…" Yep, definitely working.

The young alien jumped up from the shadows, her cover well and truly blown, and raced past them down dimly lit hall. Somewhere behind her she could hear voices as her pursuers caught up to the couple, a distinctively female voice demanding to know which way her… familiar? Went. They were catching up, the girl realised in a panic, speeding up down the hall.

There! She raced through a door at the end of a hall to see another, much larger and heavier door set into the slightly curved wall. She threw herself at the door, using her full weight to force the door open.

Stumbling down a short flight of steps, she reached over to her right arm to activate the device located on her wrist and transform… when she got a good look at the sky over her head and froze in shock. Instead of the normal dim red swirliness and floating rock that usually filled the background in the Null Void, her vision was filled with a mass of twinkling bright lights and two moons, one red and the other blue, both a lot bigger in the sky then Earth's small white moon had ever been. After so long in a bleak and mostly empty pocket dimension, the night sky was the most beautiful thing she had ever seen… had it always been this bright?

The young shape-shifter was pulled out of her thoughts as she was suddenly jerked up into the air, hovering about a metre off the ground. With an ease created by long hours spent flying under her own power, she spun in mid-air to look at her kidna- no, _saviours _for the first time.

Below her stood two figures, one was the boy she had just run past, the other a small girl who she recognised as the being who had been sitting next to the bed she had awoken in, the bright pink hair was an instant giveaway and she briefly wondered if the girl was a Halfbreed.

"You," she pointed at pink-hair "are you then one brought me here? What planet is this?"

"Planet? This is the Tristain Academy of Magic, you're in Tristania"

The Omnimatrix user shook her head, not recognising the name of the planet. But then a quick look into the sky proved she didn't recognise any of the stars in the sky, there was no doubt about it, she might be out of the Null Void, but she was far from home, very far.

She turned back to the teens, focusing on the girl and causing her to squirm slightly under her gaze. "So, if I may ask, who brought me here?"

Louise pulled herself back up to her full height, admonishing herself for cowering under her familiars gaze, she was a Vallière for goodness sakes! "I did familiar" then as an afterthought "how dare you talk back to me peasant!" As soon as the last word left her mouth, she regrated her words, the creature floating in the air before her was certainly no peasant, just by looking into its eyes, you could see something… animalistic in those grey orbs.

To her surprise the being made no move to correct her, instead it twisted into a standing position (a hard feat to pull off when floating in mid-air) and bowed (an even harder feat to pull off and so it looked rather awkward).

"Then you have my gratitude, master, for saving me from that hell hole of a dimension and from a fate possibly worse than death" turning to Guiche she motioned to him to let her down "if you could let me down? I promise I will not try to run again, I have no reason to do so."

Looking suspiciously as the black clad figure it front of him he turned to Louise "let it down." With a wave of his wand Guiche cancelled the levitation spell and turned away to go look for Katie.

"Well what are you waiting for familiar?" Louise demanded when she noticed her familiar still standing there, gazing up into the night sky, it had been a long day and she just wanted to go to bed.

Her familiar turned its head to look at her and smiled "coming master! Oh, and my name's not 'familiar', it's Alyssa Morrow".

* * *

IMPORTANT NOTE

A few things I think I may need to point out before I continue. Obviously this fanfiction has an original character as one of the most important characters in the story, I know a lot of people out there hate original characters in such high roles in stories, myself included, but I have a very good reason for doing this! This is a crossover I've wanted to do for a long time now but I also wanted something different from the canon Familiar of Zero while still bringing the Omnitrix into the whole thing. Using Ben would have made it just too similar to that. I guess in hindsight I could have used Gwen instead but I get a feeling that wouldn't have worked. My solution was a character I built for an entirely different fic I'm working on and I will be using the background story from that in here as well (which will be told bit by bit later).

Also near the end I mentioned something called a halfbreed. This is my name for a hybrid of two sapient species (like Helena and Manny from Ben 10: Alien Force) although that might be obvious.

Final thing, updates will be slow and sporadic as reading often takes preference over writing. Comments highly wanted! I need to know what's wrong and what I'm doing right, if you have any ideas plot wise then tell me as I haven't really thought past what I'm going to do once I've passed the canon plotline (although I won't be following it very closely anyway).

-EclipseSeeker


	2. Past

Chapter 2: Past

As Louise pushed open the door to her room, she turned to look back, making sure her familiar was defiantly still following, she wouldn't be able to take it if it tried to run off again, and she had a suspicion that the moment it got out of the building it would turn back into its other form and vanish. However it was still following her and she caught it staring at one of the wall torches like it was some great mystery waiting to be solved.

"What in the world are you looking at familiar?" The creature turned to focus its grey eyes on her.

"Nothing Master" it walked over and pushed the door open, holding it in place as Louise past through, closing it behind itself before gazing intently around the room.

Louise walked over to her bed, stripping off as she went, she opened her mouth to tell her familiar to wash her clothes, but stopped when she remembered yesterday morning, her familiar wasn't a commoner, it wasn't even human, she had summoned it to protect her and prove she was not a failure at magic.

She found her familiar had moved over to the window and was staring out at the stars, "familiar," it turned to look at her and smiled, revealing impossibly white and straight teeth. "Yes master?"

"Wake me before dawn" she pulled down her night dress and when she looked up again, it had gone. The window was left hanging open, the only sign of where her familiar had gone.

Alyssa raced up the side of the tower; she had been happily surprised when she had discovered that, somehow, she was now capable of partial transformations. Something that should have been downright impossible. She could here Azmuth arguing in her head _'The Omnimatrix is a powerful and highly advanced piece of technology; however it will never be able to compete with the partial transformation abilities of some Halfbreeds.'_ Ok, so he wouldn't say that _exactly_, but defiantly something on those lines.

So now she was half-flying, half-climbing up the wall of the tower, her humanoid body too heavy for Necrofriggian wings to properly carry. She laughed as the large dark blue wings carried from the ledge of the highest window on the tower to the edge of the roof, her fingers morphing into long thin claws, digging into the stone and pulling her up. She sat down of the smooth surface, letting the Necrofriggian DNA return its dormant state inside herself.

She had never heard of the planet 'Tristania' before, it had never popped up on any of the old plumber data banks neither under the level one or the level two planets, and as far as she was aware, the plumber data banks were one of the most complete information centres in the milky way galaxy, second only to the archives on the most advanced planets, one of which it had been based on. Sure it might have been a decade or two out of date without fresh information finding its way to earth, but an entire civilisation couldn't have sprung up in such a short period of time. And she definitely remember if she had come across an alien race so similar to her own, the only possible options were that she was in another galaxy far from home that had developed somewhat similar to her own, or she was in another universe altogether, but there was no way the young Halfbreed was ready to accept that option, she had to be back in her own universe. She had to!

_'The Omnimatrix is in the hands of a mere Halfbreed _child_! All this time the most powerful weapon in the universe was in the hands of such a pitiful creature, used as a plaything by such disgusting spawn?'_

All her hard work couldn't be for nothing, she needed to get back to earth, a budding level three planet just gaining the attention of the rest of the galaxy, it was at a very dangerous point in its history, it was just advanced enough to grab the attention of other races but not enough to defend itself against an invasion without help, and the plumbers had long abandoned it after they had discovered its potential for violence, believing it to be able to defend itself from attack.

_'You mean 'is' don't you Vilgax? Because as far as I can see I still have it, and no matter what I will do my best to stop you. I'll a way, just you watch me, you can't win.'_

Ever since her accidental imprisonment in the Null Void, she had kept an ear open to try and discover whether or not her cousin was looking for her, or if perhaps that collector had gotten hold of the projector after she had unwillingly left the battle, but so far there had been no reports of portals between the universe and pocket dimension had been opened outside of the Null prisons. Her best guess was that they had won the fight and then given up on her survival or they were unable to open a portal, she hoped it was the latter option.

_'You're attempts at threatening me are stupid and useless, Halfbreed, don't think I'm not willing to kill for the Omnimatrix and there's nothing you can do about it, the Omnimatrix will not activate, I have made sure of it.'_

_'I'll find a way to beat you! I always have!'_

_'Those were mere retrieval drones, human spawn'._

She stared up at the moons; she wasn't willing to lose what little of her family she had, nor her first and only friend. Not yet, but… she had already lost them even before becoming trapped. She had lost them that morning 52 days ago, when she had discovered that she had stopped ageing, a side effect of the Omnimatrix not properly recognising her DNA, it didn't recognise how her 'species' developed and aged and so kept her DNA exactly as it had been the moment it had connected to her.

_The being turned, dragging her back towards his small craft, ignoring her struggles as he tossed her in, she hit her head against to floor; the hard surface sending pain through her head, for a minute her vision swam. She could hear Speed Demon as he tried to reach her, the sheer number of drones keeping the Kineceleran from reaching them. Then the door slid shut and all outside noise was drowned out._

The device had later malfunctioned and somehow saw the organic material of her clothing as a part of her. It had been a good thing she had been in her favourite clothes at the time as she was now stuck wearing the same clothes for the rest of her life, however long that was. A skirt had of course been completely impractical for her time in the Null Void. Have you ever tried to run in a long skirt or dress? It was nearly impossible.

_The alien warlord carried her from the docking bay into a room that reminded her of a small medical centre, a row of pods lining one wall. Vilgax pressed a button of a console in the middle of the room, a circle rising from the floor until it stood vertical in front of them. He secured her in place before turning back to the console._

After spending so long under the dull red of the Null Void sky, seeing space was a beautiful sight, especially without a polluted atmosphere to hide it, the moons were both much larger then earths, and their coloured light gave a mystical quality to the landscape before her.

_'What are you going to do?'_

_'Remove the Omnimatrix of course; as it has finished bonding with your DNA, a surprising feat for a Halfbreed, I didn't think the Omnimatrix could connect with Halfbreed DNA, as it's not in its databanks in the first place. So I'll just have to cut off your arm to take it for myself, don't worry, the pain will only last for a short while, just long enough to here you _scream_.'_

Alyssa lifted her head to the moons and begun to sing, even though they weren't Kine's or the Sun's sisters, they still would listen, it was something her mother had taught her before she had left, that even though the star wasn't father star and the moon(s) weren't sister planet(s), doesn't mean they won't listen to a Borrorian's song, even if the moons didn't listen to her. It was good to sing again, such a thing was too dangerous in the Null Void and she was slightly off key from her lack of use.

"Ship wrecked in a sea of faces, there's a dreamy world out ther-re

Dear friends in higher places, carry me away from here,

Travel light 'till the sun eclips-es, 'cause your flight is about _to leave!_

And there's more to this crazy 'venture then you ever beli-heve!"

Kirche was alone in her room with Flame the salamander she had summoned this morning when she heard a voice drifting in through her open window, confused at who'd still be awake at this time of night she walked over to her window and looked out, the voice became clearer and the Germanian realised it was someone singing.

After a quick search she spotted the owner of the voice sitting on the roof of the building connecting the earth tower to the fire tower a short distance away, although she couldn't tell who the figure was in the dim lighting, the voice was defiantly female and she didn't recognise it. Perhaps someone from a different year?

"Bird's e-ye view! Await the stars 'cause their all around yo-u,

Wi-ide eyes will always stare into the blue! Chase yo-ur dreams

And await the stars, please make believe as,

After all these wings will take you up! So, high!

So bid the forest floor good bye as you chase the wind and,

Take to the sky!"

The red-head had to admit she didn't recognise the tune or the words, which seemed to be made up of a melodic mix of Tristian and a language she didn't recognise, somehow though, it worked. She leaned her arms on the window sill and closed her eyes, simply content to listen for now.

"On the shores of war and won-der, there's a stormy world out ther-re.

You can't whisper above the thun-der, but chu can fly an-y-where!

Purple burst of paper bir-irds, this picture paints _a thousand words!_

So take a breath of awe and mys-ter-y, and don't look back!"

Something was slightly off with the song, it didn't sound quite right, but she didn't have anything to base it off and it could just as easily be the mix between the two languages that was doing it. But it was a lovely song, no doubt about that, and whoever was singing it had an ok voice…

"Bird's e-ye view! Await the stars 'cause their all around yo-u,

Wi-ide eyes will always stare into the blue! Chase yo-ur dreams

And await the stars, please make believe as,

After all these wings will take you up! So, high!

So bid the forest floor good bye as you chase the wind and,

Take to the sky-aaaa-yi! Ahaaa-yi!, as you take to the sky!"

As Alyssa sang, she didn't notice the dragon and its rider flying overhead. The rider stopped her mana flow into the air-based listening spell she had created, causing it to collapse, she wasn't going to learn anything from the being Louise had summoned tonight. She had seen its wild climb up the side of the tower, seeing wings grow then disappear from the back of something that looked so human was disconcerting and defiantly not normal. Every time she saw that girl, something inside her told her to be wary, ready for a fight at any moment. Yes, Louise's familiar was strange and slightly scary, even the young Rhyme dragon she rode on agreed with her.

Louise's dreams were strange that night. Normally she would dream of her failures, both here and back at home. But tonight instead of the Vallière estate, she was standing in a field, surrounded by knee-high crops, a single, white moon shining down on her.

Everything was quite, there weren't even the faint sounds of nocturnal animals, and the young mage found her eyes attracted to the night sky. It was dim; the few stars sitting in the inky blackness were small, barely visible. Her eyes focused on the single bright point in the sky, sitting to the right of the single moon, which was just wrong in itself, was it just her imagination or was it getting larger?

No, she realised, it was coming closer, much closer. She stared, unable to move as the star fell from the sky and slammed into the ground a short distance away, sending her flying.

Louise pulled herself up from the dirt, pushing long black strands of hair out of her face; she began to walk towards the smouldering crater. Stopping at the edge, she peered into the clearing smoke; sitting in the centre of the giant hole was a small, perfectly smooth and round sphere.

Curious, she jumped down into the crater, boots skidding down the side as she came to a stop at the bottom, cautiously walking towards the star. As she approached, a section of the star opened and collapsed in on itself, revealing a hollow interior and a glowing object within.

It was an oddly shaped metal gauntlet (?) mostly blue in colour with black lines running in every which direction across it and she recognised it as the gauntlet strapped around her familiar's right arm.

She reached out towards it, but just before she touched it, it suddenly came alive and leaped out at her. Wrapping itself around her wrist, with a scream she fell back, grabbing and tugging at the gauntlet franticly as pain shot through her arm, it felt like the metal was burning into her skin.

After what felt like hours, the burning sensation turned to numbness and she was able to think more clearly, pulling herself out of the hole she ran towards the large house in the distance, holding her right arm tight to her chest as she raced across uneven ground, the shadows seeming to come alive around her…

… And she sat up with a gasp in her bed, accidently throwing the blankets off herself. She turned to look out of the room's only window, finding comfort in the twin moons hanging low in the sky. Thinking back to the dream, her eyes widened as she realised something was off, she didn't have long black hair. In fact the only girl she could think of with hair like that was… her familiar.

A bit of a filler chapter I'll admit, back there is a lot of information here, following the obvious fact that the Ben 10verse side of this this story is alternate universe. A lot of Alyssa's backstory is incredibly different to the Ben 10 world. So here are a few snapshots into her past, and Louise will be having more weird dreams, a lot more.

I should probably say now before I forget, but as this story isn't really following the cannon plotline, Alyssa is not Gandalfer, nor will Derflinger be making an appearance. Louise is still a Viod mage but it's unlikely they'll be figuring that out anytime soon.

Oh, and the song is take to the sky by owl city. The wording is not exact, but rather how I learned it (without looking up the lyrics) hopefully it should give insight into the timing if the story for those who can be bothered to look that up.

-EclipseSeeker


	3. Clash

For those of you who have already read chapter three, I added the rest on at the bottom. So go and enjoy.

Chapter 3

Clash

Alyssa sat on the steps leading into the dining hall, her attention fully focused on the blue wrist watch on her right arm, or at least that was what it look like to anyone passing by at that time, if they knew what a watch was, that is. The severe lack of any form of technology on this planet was really starting to get to her, and she had been here for only a day, most of which had been spent unconscious in the infirmary.

"Come on you stupid thing, work!" She twisted the dial of the Omnimatrix back and forth with increasing frustration, each turn resulting in nothing more than a loud beep and a brief flash of red.

Finally giving up with a yell of frustration, she dropped her right arm down into her lap, her left reaching up to rub her eyes. Ever since that stupid device had landed in the small brook running along the back of her farm, everything had just gotten worse and worse. First she had been blown up by a droid cannon, then she had almost killed a bystander, closely followed by her running away from home, she had been shot in the leg and captured by some random shadowy government agent, then almost had her arm cut off by a psycho warlord before losing her cousin into a portal to the null void. Of course, to finally hit the nail home, her father had died from a heart attack and the Milky Way galaxy had gone to hell shortly afterwards.

Bit by bit her live had crumbled around her, and it was all her fault. Why oh why did this accursed device have to land on her father's farm instead of going to Max Tennyson like it was supposed to? Life just seemed to hate her guts.

Alyssa smiled; still… at least she could help people again instead of the endless battles and killing the last two years had been.

She picked up the small pouch sitting at her side and sifted through it, pulling out a small communicator and pulled open the cover, the screen lighting up under her touch, it didn't have as wide a range as the Omnimatrix, but at least it would work. Kine, she hadn't used it since she had discovered the in-built communicator in the Omnimatrix, but by the looks of it the tiny machine still worked, now if only she could get a signal…

She stood up only to have something bump into her, knocking her forwards. She barely regained her balance before whirling around, murder written across her face. "Hey! Watch where you're going!"

The blond haired girl behind her blinked at her in surprise, not used to been talked to in that way, she stood at least a head over Alyssa's head, but considering the fact that the wielder of the Omnimatrix was smaller than the girl who claimed to be her master, such an achievement wasn't all that hard. The girl hair ended in neat curls around her shoulders and she wore the same uniform as Louise.

"How dare you talk to me like that! I am Montmorency de la Montmorency, a noble, you should treat me with the proper respect commoner!" The now named Montmorency quickly recovered from her surprise as it changed to anger.

"Should? Why should I show respect to someone I hold no allegiance to?" A voice in the back of her head yelled at her to stop and apologise, but she pushed it aside. Every time she had listened to it in the past, someone had nearly (or like more recently actually had) died in the process, and frankly, she was quite sick of it.

While she had been busy thinking, Montmorency had noticed the rectangular device clutched in her hand. "What's this?" she snatched the object, holding it out of reach of the diminutive common girl before her "who did you steal this from?"

"Give it back! My cousin gave it to me, it belongs to me." Alyssa was sorely tempted to go Necrofriggian on the student before her, but perhaps it was best to keep up appearances right now, for the sake of the little Pinkette.

"Really now? Then perhaps I should teach you some manners peasant."

Montmorency pulled out her wand and threw the machine into the air, with a flick of her wrist, she conjured up a small water whip which shot up and hit the communicator, with a crack it spilt in two, the pieces hitting the ground moments later.

Alyssa saw red, later when she looked back at this moment she would always say it had been kinda stupid of her, but all she could think of at that moment was that this girl had outright attacked her, and the only thing stopping her from attacking the bitch was her master, even this angry, she knew such a thing would only cause problems for the poor girl. Still there were other ways to get revenge.

"A challenge."

"What?"

"On right of honour I challenge you to a duel".

Montmorency couldn't decline, to decline to a duel was to admit you were wrong and as far as she could see, this commoner wouldn't stand a chance against her. She would be quite happy to knock this peasants arrogance down a few pegs (oh god, the irony!).

I accept, Vestri court, fifteen minutes."

Alyssa gave a sharp nod before turning around and walking off. Neither girl noticing the small crowd that had gathered at the entrance to the dining hall.

As Louise exited in amongst the entire student population of the school as they headed for the court, she looked around to find her familiar had vanished.

Alyssa stood in the middle of the student population, at one end of the oval they had formed in the centre of the court, metaphorically hitting herself for getting into this mess, she should have learned by now, but two years of war had led her to look for fights instead of avoid them, something like this was bound to happen eventually, if she played her cards right here, then perhaps she could avoid future conflict.

The girl, Montmorency, chose that moment to step through the crowd, silence fell. as the two opponents stood off, facing each other. Montmorency was the first to break the silence. "Shall we start?"

"My name is Montmorency 'the fragrance', and as the challenged, I decide the type of duel," she pulled out her wand. "First to yield losses."

"Fine by me" Alyssa got into a fighting stance.

Knowing that Montmorency could attack at any moment, Alyssa began to transform, she focused on changing her insides first, then the parts of her body under her clothes, slowly, so as not to be noticed by those watching, she completed as much of the transformation as she could, waiting for the mage to make the first move.

After what felt like an eternity, the young shape shifter noticed her opponent shift her hand in preparation of releasing a spell, in a wash of relief; she rushed through to complete the transformation.

To those watching, it looked like a mass of vines had burst forth from her back and the ground beneath her, engulfing her in a twisting mass of green, when it settled a few seconds later, the audience let out a collective gasp.

The so-called commoner had been covered in plant armour, which had increased her height dramatically from for and a half feet to almost seven, her face was black, surrounded on the sides and top by orange and red leaves, giving off the look of a small flame. Her nose had also vanished from her face, then the smell washed over the students making them gag, Alyssa had become a Methanosian.

Using her opponents shock to her advantage, Alyssa unleased a simple fireball from the palm of her hand, the methane gas catching alight as it escaped through the hole in her hand. Montmorency was barely able to bring up a hastily formed water whip to counter, pushing the ball of heat to the ground.

Kirche stared on in shock "incredible, stacking water and earth to control plants coupled with dot level fire for an effective but simple distance attack, I've never heard of such a combination before. She's a triangle class mage at least! Montmorency's only a line class mage, she doesn't stand a chance!"

As the crowd began to talk, others coming to the same conclusion, the young Methanosian continued to hurl fire at her opponent, the line class water mage was barely managing to block the attacks, which had increased in strength. Taking a chance, Montmorency shoved a fireball to the ground and struck out, the water whip stretching across the battlefield and struck Alyssa in the shoulder, to her surprise instead of just cutting into the arm and pushing the alien back, it cleanly severed the arm from the body.

A gasp ran through the crowd as the arm hit the ground with a 'thump', and Montmorency's mouth dropped open, her water whip wasn't strong enough to do nearly that much damage. But if the shape shifter even noticed her sudden loss of limb, she showed no sign of it, calmly raising her other arm to continue hurling fireballs.

Caught off guard by the aliens calmness at having her arm cut off (I mean, how could anyone be calm after losing a freaking limb?), Montmorency only just managed to dodge the incoming projectiles. A loud gasp from the crowd made her turn to look at her opponent and once again her jaw dropped open.

A vine had stretched out from Alyssa's shoulder and connected to the severed limb, within seconds the limb had been dragged up and reattached to the shoulder. Just how strong in water was she?

Quick reflexes were the only thing that saved the blond as she conjured up a wall of ice to block a ball that was easily twice the size of her previous attacks. Montmorency readied her wand and casted out a large ice spike, it was one of her strongest attacks and left the water mage almost completely drained.

The Methanosian didn't even attempt to dodge and the ice spike went straight through her chest before burying itself halfway into the ground a short distance behind her, leaving a gaping hole thru her torso for the entire audience to see. But Alyssa only cocked her head to the side before her lips twitched upwards and she began to walk nonchalantly towards a panting Montmorency, the normally fatal wound simply closing up as if it had never even been there.

Stopping in front of the exhausted mage, Alyssa lifted her hand and gently pushed Montmorency in the chest with a finger and with a sigh, the girl collapsed backwards.

But Alyssa wasn't done with her opponent, reaching up the Methanosian plucked something off her shoulder and dropped it at Montmorency's feet, steeping back and away. The ground cracked open and a small plant pushed its way out of the ground, growing at an impossibly fast rate. As it grew, it wrapped around the small blond and lifted her up into the air so the two duellists were at the same height, tightly restraining the mage before it stopped.

"MONTMORENCY!" A voice yelled from the sidelines as its owner rushed forwards. Alyssa didn't even spare a glance, extending an arm she released a jet of fire, blocking the boy's path and nearly burning him as he staggered back out of the way of the hungry flames.

Then, for the first time since the battle started, Alyssa spoke.

"You are foolish human, to judge people by appearance before even knowing what they can do, to bully and belittle them because you believe them to be defenceless. If not for this battle you would have one day taken on someone, believing yourself stronger, better than them. And when they cut you down, they would not be nearly as merciful as me. Remember my words and maybe you'll make it past adulthood."

Her smile grew wider, "in fact, let's make a reminder shall we?"

She lifted up her hand up to Montmorency's face and fired. The crowd screamed; some tried to run forward to save the line class mage, other turned away, unable to look.

"STOP!" A familiar voice echoed across the court yard. Recognising the voice, Alyssa cut off the fireball and turned to look at her Master as she stomped forwards, a furious look etched across her face.

"What in the name of Brimir do you think you are doing?!"

"Is she not one of the people to constantly bully you Master, is she not one of your many tormentors?"

"You can't just go around attacking students!"

"Master, she attacked your honour and destroyed my property without even the simplest of apologies. I could not let something like this go unpunished."

"So you _attacked her? Do you realise the problems you've caused?_"

The student body watched on in shock as the small girl they had always called a Zero screech at a 'triangle class mage', who looked rather calm considering what she had just done. They expected her to attack the small girl like she had Montmorency, who was still hanging off the ground. The water mage had gone into a daze, which was not surprising considering the fact Alyssa had burned the entire right side of her face (and quite a lot of hair), leaving her badly scarred.

"Listen up mages! My name is Alyssa Morarrow 'the Oni' and I am the Familiar of Louise de la Vallière! If anyone ever attempts to hurt her again, you'll answer to _me_." The wielder of the Omnimatrix's eyes narrowed as she glared at the crowd. As she turned back to Louise, the being began to shrink until the small 'human' girl was all that remained standing; Alyssa smiled at the taller girl.

"So, shall we get going Master?"

Louise could only nod silently as the younger girl and the two began to walk away, the crowd parting to let them through. At the last moment, Alyssa turned back and called out "oh, and you might want to get her to a healer, I think I might have accidently gone overboard" and the two girls vanished into one of the towers.

* * *

The moment they were out of sight of the crowd of milling students, Louise rounded on her familiar.

"How did you… you're a commoner, you can't use magic, how can you use Magic!"

"Master… Louise, I never said I was a commoner, and I assure you I am no Anodite, a least, not that I know of."

"Ano-wha?"

"Anodite, never mind, it does not matter" Alyssa, still a Methanosian, waved her arm dismissively and Louise flinched away, she had seen what those hands could do. Then her eyes widened as she took in the rest of her familiar's comment; not a commoner…

"Wait… you're a noble!?"

"Excuse me, am I interrupting something?" The two girls turned to look at the bald man standing before them, he was wearing long red robes and had a long staff gripped in one hand, the other was wrapped around his chest as he gasped for air.

"Professor Colbert! Is something the matter? Are you alright? You look exhausted." Louise rushed over to the teacher's side, followed closely behind by a rapidly morphing Alyssa.

Professor Colbert waved them away, pushing his glasses back up the bridge of his nose, "I'm fine. Miss Vallière, Miss Morarrow, if you could please come with me, the headmaster would like a word with both of you".

Louise tensed; her mouth setting into a grim line. She watched as her familiar shrugged and fell into step behind the bald teacher before, with a shake of her head, she raced after them.

As the three stepped into the room at the top of the void tower the old man sitting behind a desk in the middle of the large and cluttered room waved for the young green haired woman sitting off to the side to leave the room to. The woman's eyes lingered briefly on Alyssa before she slipped past them and out into the hall, the door closing behind her.

Alyssa, used to complete strangers staring at her, ignored the secretary and focused her attention of the elder who she guessed ran this place. The man smiled at them, seemingly oblivious to the calculated look he was getting.

"Ah, hello Miss Vallière and… Miss Morarrow was it? I'm Old Osmond, headmaster of the Tristain Academy of Magic."

"I prefer Alyssa if you will, I am guessing you wanted to talk to me about my… actions today" The small girl sat down in one of the seats in front of the desk, never taking her eyes off the old headmaster.

"Ah yes, I was rather intrigued by the abilities you displayed today, I must admit I've never seen a human perform such magic, quite a feat you pulled off, even if you _did_ attack a student."

Alyssa's cold grey eyes locked onto Old Osmond's pale blue, her voice empty and even as she spoke.

"She attacked me, I gave her a chance to make up for it and then she tried to kill me, twice. She deserved what she got… and that was not magic."

"Then miss Morarrow, what is it?"

"Not telling."

"Miss Morarrow you do realise you badly injured a student under this academy's, and therefore my, care, so badly that even with the help of our best healers she will be scarred for life. Her family are going to come seeking retribution, as a familiar your master is responsible for your actions and her family will no doubt suffer the consequences of your actions."

"_My_ actions? She attacked me and tried to kill me. I am not from around here; Khi, I am not even from this planet and therefore completely ignorant of your local customs, did my best to defend myself in the only way I knew how." The girl stood, shoving her chair back sharply as she went, her eyes practically glowing white in anger. "If anyone needs to pay for their actions it is that girl-"

"Montmorency" Alyssa's head swung round to look at the young mage next to her and the pinkette ducked her head to hide from her familiars furious gaze "her name is Montmorency".

The shape-shifter cleared her throat, most of her anger vanishing as she realised just how much she had scared Louise in her anger.

"-Montmorency, sorry. If anything, she is the one who needs to pay for her actions, which she has. End of story. Now if you would excuse me, I have some trees to pummel." She turned and began to walk out of the room, only to be stopped by the voice of the professor who up until this point had been waiting patiently off to the side.

"Alyssa, before you go… you said you're not human? I was just wondering, since your abilities are, I'm guessing, disguising you as a child, then what are you and what do you really look like?"

The three mages stared at the girl as she remained standing with her back to them. After what seemed like an eternity she finally turned around and they were surprised to see a smile tugging at the corners of her mouth. It was the first time any of them had seen her smile.

"You are smart Colbert, I will give you that. But I think Master is needed for her afternoon classes now." She continued towards the door, pulling it open before the headmaster could stop her and walked out, straight past a surprised Miss Longville, who she had caught half way out of a crouch from her position next to the door.

Louise looked up from the desk and cursed. She was going to be late to class! Apologising profusely to the two adults she dashed out of the room.

* * *

Louise had trouble focusing on her classes that afternoon, her familiar hadn't shown up and without its presence the other students had no problem having a go at her, in fact it had gotten even worse, the insults from her fellow students, which before had been simple remarks about her lack of magical ability, had escalated to the speculation that she had summoned a demon or she had intentionally sent it to attack Montmorency. One of Montmorency's friends had even attempted to attack her in the halls.

Only three things had made her current situation bearable; the fact that her familiar, despite its actions, was proof that she really was a mage, the unexpected support from rival Kirche and by extension Tabitha, and that for once, her classmates _feared_ her. She could feel their terrified glances on her right throughout the day, even when they hurled insults; they avoided looking into her eyes, as they walked past they slipped out of her way, when she entered the room for her classes the sound audibly dropped. And after everything she had been through, she couldn't help but revel in it.

She walked into her last class for the day and noted that Guiche had finally decided to show up for class. He had been absent all day, up in the infirmary with Montmorency, the boy had refused to leave his fiancés side even for something to eat at midday, one had to admire his commitment.

The blonde looked up as she entered and to her surprise he didn't look angry, after a moment he turned his attention back to his book, ignoring his friends completely.

Louise moved to the back of the class and sat down, pulling out her book and quill. As she waited for class to start the mage couldn't help but think back to her familiar. In the books she had read before the familiar ritual, it had been stated again and again within the text that a familiar was the perfect representation of the mage. If so then was that what she would become, would she enjoy maiming others too? The pinkette suddenly felt extremely for enjoying her classmates fear, there was no way she was evil or anything, was it?

* * *

Thankyou for your patience, I have had the most impossible life recently and coupled with the fact that there was way too much talking in this scene and I just… yeh.

So I've finally reached over 10,000 words and I am absolutely gobsmacked by the sheer amount of support I've gotten from you guys for such a small interest area. All this support is the only reason I was able to finish this chapter at last and post the whole thing.

This story is going to be considerably darker than the original Ben 10 series (for obvious reasons), this is one of the main reasons I didn't use Ben. Ben is a hero through and through, he would not do well in this sort of situation, having too strong a moral to 'play along' with the plotline of 'Familiar of Zero'.

And we also get a battle scene. Upon reading a number of other 'Familiar of Zero' fanfictions, I decided the whole 'duel against Guiche' thing was waaaaaay overdone, so, something different (which also changes some mild plotline).

Originally there were two more scenes at the beginning of this chapter, but I couldn't get them to work so I scrapped them. Which is why this took so long to write (I did say this was going to be sporadic in updates).

And as of posting this chapter, I've gone back and fixed up a few things, including completely rewriting the Authors comments at the end of last chapter.

Can anyone think of a good hero name for a Methanosian? While I've got most of her aliens already set out, I haven't been able to come up with anything good.

All reviews are highly apreciated.

-EclipseSeeker


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